General Terms and Conditions

Attention: The terms has been translated by A.I. from German language.

General purchasing conditions

1. General

1.1 These General Purchasing Conditions (AEB) apply to all

Business relationships with business partners and suppliers (“sellers”) from

Reu Münz- und Medaillenmanufaktur GmbH. The AEB only apply if the seller is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law.

1.2 The AEB apply in particular to contracts for the sale and/or delivery of movable property (“goods”), regardless of whether the seller manufactures the goods himself or purchases them from suppliers (Sections 433, 650 BGB). Unless otherwise agreed, the AEB in the version valid at the time of the buyer's order or in any case in the version last notified to him in text form shall also apply as a framework agreement for similar future contracts, without us having to refer to them again in each individual case.

1.3 These general terms and conditions apply exclusively. Divergent, conflicting or supplementary

The seller's general terms and conditions will only apply then and to the extent

Part of the contract when we have expressly agreed to its validity in writing. This

The consent requirement applies in any case, for example even if we accept the seller's deliveries without reservation in knowledge of the seller's general terms and conditions.

1.4 Individual agreements made with the seller in individual cases (including ancillary agreements, additions and changes) always take precedence over these terms and conditions. Subject to proof to the contrary, a written contract or our written confirmation is decisive for the content of such agreements.

1.5 Legally relevant declarations and notifications from the seller with regard to the contract (e.g. setting of a deadline, reminder, withdrawal) must be made in writing or text form (e.g. letter, e-mail, fax). Statutory formal requirements and further evidence, in particular in the event of doubts as to the legitimacy of the declarant, remain unaffected.

1.6 References to the validity of legal regulations are only for clarification purposes. Even without such clarification, the statutory provisions therefore apply unless they are directly amended or expressly excluded in these General Terms and Conditions.


2. Conclusion of contract

2.1 Our order is considered binding at the earliest upon written submission or confirmation. In the event of obvious errors (e.g. spelling and calculation errors) and incompleteness of the order, including the order documents, the seller has instructed us for the purpose of correction or completion before acceptance; otherwise, the contract is considered not concluded.

2.2 The seller is required to confirm our order in writing within a period of 5 days or, in particular, to execute it without reservation by sending the goods (acceptance).


2.3 Late acceptance is considered a new offer and requires acceptance by us.

3. Delivery time and delay in delivery

3.1 The delivery time specified by us in the order is binding. If the delivery time is in the

Order not specified and has not been otherwise agreed upon, is it 2

weeks from contract conclusion. The seller is obliged to inform us immediately in writing if he is unlikely to be able to meet agreed delivery times — for whatever reason.


3.2 If the seller does not provide his service or does not provide it within the agreed delivery time or is in default, our rights — in particular to cancellation and compensation — are governed by the statutory provisions. The regulations in 3.3 remain unaffected.

3.3 If the seller is in default, we may — in addition to further legal claims — demand lump sum compensation for our damage due to delay in the amount of 3% of the delivery value per completed week, but in total no more than 15% of the delivery value of the goods delivered late. We reserve the right to prove that higher damage has occurred. The seller reserves the right to prove that no damage at all or only significantly less damage has occurred.

4. Performance, delivery, transfer of risk, default of acceptance

4.1 Without our prior written consent, the seller is not entitled to have the service owed by him provided by third parties (e.g. subcontractors). The seller bears the procurement risk for his services, unless otherwise agreed in individual cases (e.g. limitation of stocks).

4.2 The seller assures that his products, goods, other deliveries, etc. do not contain any substances that fall within the scope of the substance bans of EC Directive 2011/65/EU (RoHS). He further assures that the substances contained in the goods and their use (s) are either already registered or that there is no registration requirement under Regulation (EC) No 1907/2006 (REACH Regulation) and that, if necessary, an authorisation under the REACH Regulation has been obtained. If necessary, the seller will also prepare the safety data sheet in accordance with Annex II of the REACH Regulation and make it available to us. If goods are delivered that are to be classified as dangerous goods in accordance with international regulations, the supplier will inform us of this at the latest when confirming the order.

4.3 Delivery within Germany is “free of charge” to the location specified in the order. If the destination is not specified and nothing else has been agreed, delivery must be made to our place of business in Heubach. The respective place of destination is also the place of fulfilment for delivery and any subsequent performance (payment obligation).

4.4 The delivery must be accompanied by a delivery note specifying the date (issue and dispatch), content of the delivery (item number and quantity) and our order ID (date and number). If the delivery note is missing or incomplete, we are not responsible for any resulting delays in processing and payment. A corresponding shipping note with the same content must be sent to us separately from the delivery note.

4.5 The risk of accidental loss and accidental deterioration of the thing goes with

Delivery to us at the place of fulfilment. Insofar as acceptance has been agreed, this is for the

Transfer of risk is decisive. In all other respects, the statutory provisions of work contract law apply mutatis mutandis in the event of acceptance. Delivery or acceptance is equivalent if we are in default of acceptance.

4.6 The statutory provisions apply to the occurrence of our default in acceptance. However, the seller must also expressly offer us his service if a specific or determinable calendar period has been agreed for an action or cooperation on our part (e.g. provision of material). If we are in default of acceptance, the seller may demand reimbursement of his additional expenses in accordance with the statutory provisions (Section 304 BGB). If the contract concerns an indefensible item to be manufactured by the seller (individual production), the seller is only entitled to further rights if we are committed to cooperation and are responsible for the lack of cooperation.

5. Prices and terms of payment

5.1 The price stated in the order is binding. All prices include statutory value added tax, unless this is shown separately.

5.2 Unless otherwise agreed in individual cases, the price includes all services and ancillary services provided by the seller (e.g. assembly, installation) as well as all additional costs (e.g. proper packaging, transport costs including any transport and liability insurance).

5.3 The agreed price is due for payment within 60 calendar days from complete delivery and service (including any agreed acceptance) and receipt of a proper invoice. If we make payment within 14 calendar days, the seller grants us a 3% discount on the net amount of the invoice. In the case of bank transfer, payment is made on time if our bank receives our transfer order before the payment deadline expires; we are not responsible for delays caused by the banks involved in the payment process.

5.4 We do not owe any due date interest. The legal regulations apply to late payments.

5.5 We are entitled to offsetting and retention rights as well as the plea of unfulfilled contract to the extent permitted by law. In particular, we are entitled to withhold payments due as long as we are still entitled to claims against the seller for incomplete or defective services.

5.6 The seller has a right of offsetting or withholding only due to legally established or undisputed counterclaims.

6. Confidentiality and retention of title

6.1 We reserve property rights and copyrights to illustrations, plans, drawings, calculations, execution instructions, product descriptions and other documents. Such documents are to be used exclusively for the contractual service and returned to us after completion of the contract. The documents must be kept secret from third parties, even after the contract has ended. The confidentiality obligation only expires when and to the extent that the knowledge contained in the documents provided has become generally known.

6.2 The above provision applies mutatis mutandis to substances and materials (e.g. software, finished and semi-finished products) as well as to tools, templates, samples and other objects that we provide to the seller for production. Such objects — as long as they are not processed — must be stored separately at the seller's expense and insured to an appropriate extent against destruction and loss.


6.3 Any processing, mixing or combination (further processing) of provided objects by the seller is carried out for us. The same applies if the delivered goods are further processed by us, so that we are considered the manufacturer and acquire ownership of the product at the latest upon further processing in accordance with legal requirements.

6.4 The transfer of the goods to us must be made absolutely and without regard to payment of the price. However, if we accept an offer from the seller for transfer based on payment of the purchase price, the seller's reservation of title expires at the latest upon payment of the purchase price for the delivered goods. In the ordinary course of business, even before payment of the purchase price, we remain authorized to resell the goods with advance assignment of the resulting claim (alternatively, the simple retention of title extended to resale). In any case, this excludes all other forms of retention of title, in particular extended, forwarded and extended retention of title extended to further processing.

6.5 Reference may not be made to an existing business relationship with us for advertising purposes unless we have given our consent in writing.

7. Tool, model and mold parts costs, tools provided

Tools, designs and markings become our complete property, even if the tool costs, design costs, final drawings are borne on a pro rata basis by the seller. The seller only acquires the sole right to use the tool. The seller is not entitled to the surrender of the tool, design, final drawing.

8. Defective delivery

8.1 For our rights in the event of material and legal defects in the goods (including incorrect and underdelivery as well as improper assembly, faulty assembly, operating or operating instructions) and in the event of other breaches of duty due to seller fees, the statutory provisions, unless otherwise provided below.

8.2 According to legal regulations, the seller is particularly liable for ensuring that the goods have the agreed quality when the risk is transferred to us. In any case, those product descriptions which — in particular by name or reference in our order — are the subject matter of the respective contract or have been included in the contract in the same way as these general terms and conditions are considered to be an agreement on the quality. It makes no difference whether the product description comes from us, from the seller or from the manufacturer.


8.3 Contrary to Section 442 (1) (2) BGB, we are fully entitled to claims for defects even if the defect remained unknown to us at the time of conclusion of the contract as a result of gross negligence.

8.4 The commercial obligation to inspect and give notice of defects is subject to the statutory provisions

(Sections 377, 381 HGB) with the following stipulation: Our obligation to investigate is limited to

Defects that come to light during our incoming goods inspection under external inspection, including delivery documents (e.g. transport damage, incorrect and underdelivery) or are apparent during our quality control in the sampling process. Insofar as acceptance has been agreed, there is no obligation to examine. In addition, it depends on the extent to which an investigation is feasible in the ordinary course of business, taking into account the circumstances of the individual case. Our duty to give notice of defects discovered later remains unaffected. Notwithstanding our obligation to investigate, our complaint (notification of defects) is in any case considered immediate and timely if it is sent within 10 working days of discovery or, in the case of obvious defects, upon delivery.

8.5 Subsequent performance also includes removal of the defective goods and reinstallation, provided that the goods have been installed in or attached to another item in accordance with their nature and intended use; our legal claim to reimbursement expenses remains unaffected. The seller bears the expenses required for the purpose of inspection and subsequent performance even if it turns out that there was actually no defect. Our liability for damages in the event of an unjustified request for rectification of defects remains unaffected; in this respect, however, we are only liable if we have recognized or have failed to recognize through gross negligence that there was no defect.

8.6 Without prejudice to our legal rights and the provisions in 8.5, if the seller fails to fulfill his obligation to remedy the defect — at our discretion by remedying the defect (repair) or by delivering a defect-free item (replacement delivery) — within a reasonable period of time set by us, we may remedy the defect ourselves and demand reimbursement of the expenses required for this or a corresponding advance payment from the seller. If rectification by the seller has failed or is unreasonable for us (e.g. due to particular urgency, risk to operational safety or imminent occurrence of disproportionate damage), there is no need to set a deadline; we will inform the seller immediately, if possible in advance, of such circumstances.

8.7 In addition, in the event of a material or legal defect, we are entitled to reduce the purchase price or to withdraw from the contract in accordance with statutory provisions. In addition, we are entitled to compensation and expenses in accordance with legal regulations.

8.8 In the event of a purchase of consumer goods, the provisions of Sections 478, 479 BGB remain unaffected.

9. Supplier recourse

9.1 Our legally determined recourse claims within a supply chain (supplier recourse in accordance with Sections 445a, 445b, 478 BGB) apply to us in addition to

In particular, we are entitled to demand from the seller exactly the type of subsequent performance (repair or replacement delivery) that we owe to our customer in individual cases. Our legal right to vote (Section 439Abs. 1 BGB) is not restricted by this.


9.2. Before we recognize or fulfill a claim for defects asserted by our customer (including reimbursement of expenses in accordance with Sections 445a Paragraph 1, 439 Paragraph 2 and 3 BGB), we will notify the seller and ask for a written statement with a brief explanation of the facts. If a substantiated statement is not made within a reasonable period of time and no amicable solution is reached, the claim for defects actually granted by us is considered owed to our customer. In this case, the seller is responsible for proving the contrary.


9.3. Our claims arising from supplier recourse apply even if the defective goods have been further processed by us or another entrepreneur, e.g. through installation in another product.

10. Producer liability

10.1 If the seller is responsible for product damage, he must indemnify us from third-party claims insofar as the cause is within his sphere of control and organization and he himself is liable in the external relationship.

10.2 As part of his indemnification obligation, the seller must reimburse expenses in accordance with Sections 683, 670 BGB or Sections 830, 840, 426 BGB arising from or in connection with a claim by third parties, including recalls carried out by us. As far as possible and reasonable, we will inform the seller of the content and scope of recall measures and give him the opportunity to comment. Further legal claims remain unaffected.

10.3 We provide the relevant supervisory body/authority with the necessary information in accordance with ProdSig regulations in consultation with the supplier.

10.4 The seller must take out and maintain product liability insurance with a lump sum of at least 3.0 million EUR per personal/property damage.

11. Statute of limitations

11.1 The mutual claims of the contracting parties expire in accordance with statutory provisions, unless otherwise specified below.

11.2 Notwithstanding Section 438 (1) No. 3 BGB, the general limitation period for claims for defects is 3 years from the transfer of risk. Insofar as acceptance has been agreed, the limitation period begins with acceptance. The 3-year limitation period also applies mutatis mutandis to claims arising from legal defects, with the statutory limitation period for claims of surrender in rem by third parties (Section 438 (1) No. 1 BGB) remaining unaffected; claims arising from

In addition, legal defects do not expire as long as the third party can still assert the right against us, in particular in the absence of a statute of limitations.

11.3 The limitation periods, including the above extension, apply — to the extent permitted by law — for all contractual claims for defects. Insofar as we are also entitled to non-contractual claims for damages due to a defect, the regular statutory limitation period applies (Sections 195, 199 BGB), unless the application of the BGB limitation periods in individual cases results in a longer limitation period.

12. Final provisions, choice of law, place of jurisdiction

12.1 We are only liable for intent and gross negligence. limited. We are liable in accordance with legal provisions if we culpably breach an essential contractual obligation; in this case, however, liability for damages is limited to the foreseeable, typically occurring damage.

12.2 The laws of the Federal Republic of Germany apply to these general terms and conditions and the contractual relationship between us and the seller, to the exclusion of international uniform law, in particular the UN Sales Convention.

12.3 The place of fulfilment is Heubach.

12.4 If the seller is a merchant within the meaning of the Commercial Code, a legal entity under public law or a special fund under public law, the exclusive — including international — place of jurisdiction for all disputes arising from the contractual relationship is our registered office in Heubach.


12.5 In all cases, we are also entitled to bring an action at the place of performance of the delivery obligation in accordance with these General Terms and Conditions or a priority individual agreement or at the seller's general place of jurisdiction. Overriding statutory provisions, in particular on exclusive competencies, remain unaffected.

Attention: The terms has been translated by A.I. from German language.

General sales conditions


1. General

1.1 The following delivery conditions apply exclusively to all deliveries and services provided by Reu Münz- und Medaillenmanufaktur GmbH. Insofar as they do not contain any provision, the law applies. The customer's general terms and conditions that deviate from these sales conditions or legal regulations are expressly rejected. They will not be accepted even with the execution of a contract, in particular the delivery of goods by REU.


1.2 The present conditions only apply if the customer is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law.



2. Offers

2.1 Our offers are always subject to change. In case of doubt, the contract is only concluded with and in any case only in accordance with the terms and content of our written order confirmation, provided that such confirmation is issued. Individual contractual agreements remain unaffected by this.


2.2 REU is bound to its offer prices for a maximum period of three months until the order is placed. Indicated target prices are not offers and only become the basis of the contract if expressly agreed.


2.3 The written order confirmation can be made in the form of an invoice with goods.


2.4 REU does not check the accuracy of the customer's requirements or requirements on which the offer or order confirmation is based.


2.5 Unless we are notified in writing that the customer only wants to order a specific version of a product, the improved version will be delivered as part of technical development.


2.6 Offers and attachments may not be made available to third parties without the consent of Reu.



3. Customer-made deliveries/supplies

3.1 In the case of objects handed over for processing, the customer must deliver them with precise written information on the number of pieces and total weight.


3.2 Information on the gross weight provided by the customer is always non-binding for REU.


3.3 For traceability, REU reserves the right to create reference samples for traceability.


3.4 Material to be processed must be free of cast skin, molding sand, scale, oil charcoal, burnt grease, welding slag, graphite, paint; it must have no pores, voids, cracks, duplications, etc.; threads must be adequately undercut. Bulk goods must not jam or stick together. Otherwise, REU is entitled to refuse processing or to withdraw from the contract. If the customer nevertheless insists on processing or if the material delivered to us for surface treatment is not technologically suitable for such surface treatment for reasons not apparent to REU, processing will only be carried out if the customer expressly releases REU in writing from any warranty and liability, in particular for deformation of the material following surface treatment or chipping of the electroplated layer.


3.5 Hollow parts are only galvanic treated on the outer surface, unless a cavity treatment has been agreed in writing in special cases. Surface-treated material is at risk of condensation and frictional corrosion. It must be properly packaged, stored and transported. The customer is advised that untreated surfaces can corrode immediately; REU assumes no responsibility for this.


3.6 The customer must determine the minimum layer thicknesses at an agreed measurement point and take appropriate measures to prevent chemical and mechanical damage to the surface. REU is only liable for weather damage and for any damage caused by residues from the treatment process that later seeped out of duplicates and other inaccessible cavities


3.7 If the customer does not provide REU with the goods or material samples intended for surface treatment for a sufficiently long period of time specified by REU in accordance with Section 315 BGB, but at least for six weeks, for testing purposes, REU may also reject the order retrospectively; unless the customer expressly releases REU from any warranty and liability in writing.


3.8 REU can only accept and carry out pickling or demetallization orders if the customer expressly releases REU from any warranty and liability in writing.



4. Delivery — Delivery time

4.1 Unless otherwise agreed in writing, deliveries are made “ex works” in accordance with the applicable Incoterms.


4.2 Only the delivery time specified by REU in the order confirmation is decisive.


4.3 The start of a delivery period requires that all documents, materials and information to be handed over by the customer and required to execute the contract, as well as any necessary permits or permits from REU, have been handed over in good time with the necessary content and/or in the agreed condition.


4.4 Delivery by REU requires proper, in particular timely delivery to us by our suppliers.


4.5 REU is entitled to make partial deliveries.


4.6 Unless otherwise agreed in writing with the customer, REU determines the route, type and means of shipment. REU does not guarantee the fastest and most cost-effective transport. The interests of the customer are adequately taken into account.


4.7 The customer must retrieve goods reported ready for dispatch immediately, but no later than after a reasonable period of time following notification. If there is no retrieval, REU is entitled to store the goods at its own discretion and to charge them as delivered ex works.


4.8 Unless REU has confirmed otherwise in writing, it shall deliver within the tolerances permitted by the technical standards applicable in Germany, in particular DIN, VDE, etc.


4.9 Surface-treated parts are only packaged to the extent that the material to be processed has been packaged, shipped, returned packaging required and the packaging material is reusable. If additional packaging is required after surface treatment, this will be charged separately and will not be returned.


4.10 The standard tests carried out by REU are visual tests, adhesion testing by bending test and coating thickness testing by X-ray measurement. A test report will only be prepared at the customer's request and will be charged separately. All other tests mentioned, recommended or required in the standard (e.g. salt spray test, solderability test, pore test...) are carried out only at the express request of the customer laboratory. The costs for this and for the documentation will be invoiced separately.


4.11 Force majeure, industrial disputes, unrest, official measures and other circumstances for which REU is not responsible release us from delivery obligations for the duration of the disruption and to the extent of its effect. This applies even if these events occur at a time when the REU is already in default.



5. Prices and terms of payment

5.1 Prices are “ex works” in accordance with the applicable Incoterms. Sales tax is calculated in addition at the applicable rate.


5.2 The prices do not include taxes, fees, contributions or other charges, such as packaging, insurance, freight, rolling fees, installation, installation, commissioning or the like.

5.3 Prices from REU are net without discount or other discount in euros ex works, excluding packaging, freight and insurance, plus the applicable statutory value added tax.

5.4 The prices apply exclusively to parts designed and manufactured by the customer in a manner suitable for processing. For additional work required, such as the removal of paint, oil, grease, tar, scrap metal coatings and the subsequent installation of openings on hollow bodies, as well as the preparation of test reports, REU charges previously agreed surcharges, in the absence of such the prices corresponding to Section 632 Paragraph 2 BGB or Section 315 BGB (equity).


5.5 If the cost factors relevant to pricing (manufacturing materials, energy, operating materials, wages and salaries, etc.) change significantly in the period after the order has been placed, i.e. by more than 5 percent, the prices are adjusted accordingly. If an agreement is not reached with the customer on this, both parties are entitled to withdraw from the contract.


5.6 Unless otherwise expressly agreed, payments must be made after delivery within 8 days of receipt of the invoice.



6. delay

6.1 If the customer defaults on acceptance or culpably violates other obligations to cooperate, REU is entitled to claim compensation for the damage it has suffered in this regard, including any additional expenses. Further claims or rights, in particular the assertion of storage money, remain reserved.


6.2 If the requirements of 6.1 are met, the risk of accidental loss or accidental deterioration of the purchased item is transferred to the customer at the time when the customer is in default of acceptance or debtor.


6.3 REU is liable in accordance with statutory provisions insofar as the underlying purchase contract is a fixed transaction within the meaning of Section 286 Paragraph 2 No. 4 BGB or Section 376 HGB. REU is also liable in accordance with statutory provisions if, as a result of a delivery delay for which REU is responsible, the customer is entitled to assert that his interest in continuing to fulfill the contract has ceased to exist. REU is not liable for resulting waiting times, insofar as these are still reasonable overall, in any case not exceed one week, unless collection and delivery dates have been confirmed as binding.


6.4 However, REU is liable in accordance with statutory provisions if the delay in delivery is based on an intentional or grossly negligent breach of contract for which we are responsible; any fault of our representatives or vicarious agents is attributable to REU. Upstream suppliers are not vicarious agents. If the delay in delivery is based on a grossly negligent breach of contract for which REU is responsible, liability for damages is limited to the foreseeable, typically occurring damage.


6.5 We are liable in accordance with statutory provisions even if the delay in delivery for which we are responsible is based on the culpable breach of an essential contractual obligation; in this case, however, liability for damages is limited to the foreseeable, typically occurring damage.


6.6 In addition, in the event of a delay in delivery, we are liable for each completed week within the framework of a lump sum compensation of 1% of the delivery value, but not more than 15% of the delivery value. This excludes the order values attributable to the precious metal.


6.7 Further legally required claims and rights of the customer remain reserved.



7. Transfer of risk — Dispatch

7.1 If the customer collects the provided product, the risk of its accidental loss and accidental deterioration is transferred to the customer at the time when he receives notification that he can pick it up.


7.2 When shipping, risk (7.1) is transferred at the time when REU has delivered the product to the person designated to carry out the shipment. If delivery is delayed for reasons for which the customer is responsible, the risk is transferred to him upon receipt of the notification that the customer is ready to deliver.


7.3 If processed goods are returned to REU for reasons for which REU is not responsible or cannot be attributed to REU, the customer bears the risk until the goods are received by both REU.


7.4 If REU selects the shipping method, the shipping route or the shipping person, REU is only liable for fault in the selection.


7.5 Unless otherwise agreed in writing, REU shall insure transport for its own benefit at the customer's expense. Freight forwarding, logistics and warehouse insurance (SLVS) may not be taken out at the expense of REU.


7.6 If REU picks up goods to be processed by the customer at the customer's request, the customer must insure the transport risk at his own expense.



8. Receipt of goods—notification obligations

8.1 Each delivery must be checked by the customer for defects, damage and completeness upon receipt or receipt. Complaints must be reported to REU immediately in writing.


8.2 The customer must request a written statement of facts from the carrier and, after immediate consultation with REU, if necessary, appoint an accident inspector to issue a damage certificate.



9. Guarantee

9.1 REU guarantees professional surface treatment in materials and workmanship in accordance with recognized regulatory technology, the applicable DIN regulations or - if applicable - corresponding standards, i.e. EN or LSO standards. The rules and standards that become part of the contract must be defined between REU and the customer before the contract is awarded.


9.2 The warranty only applies to claims under normal operating and climatic conditions in the Federal Republic of Germany. If the goods are intended for different or special conditions, the customer must inform REU expressly and in writing, otherwise a warranty for these special conditions is excluded.


9.3 In galvanic and chemical processes and due to differences in the quality of the raw material, deviations from a sample underlying the order are sometimes unavoidable.


9.4 Compensation will only be made for missing parts if their delivery is supported by a delivery note signed by REU or can otherwise be proven and the risk of the missing parts has passed to us.


9.5 In the case of small and mass-produced parts, REU generally assumes no liability for scrapped and shortages of up to 3% of the total quantity delivered, unless otherwise agreed in writing.


9.6 Claims for defects by the customer require that the customer has duly complied with his inspection and complaint obligations in accordance with Section 377 HGB.


9.7 If there is a defect in the item, the customer is entitled, at his option, to remedy the defect or to deliver a new defect-free item. In the event of removal of the defect or replacement delivery, we are obliged to bear all expenses necessary for the purpose of subsequent performance, in particular transport, travel, labor and material costs, unless these are increased by the fact that the purchased item has been transported to a location other than the place of fulfilment.


9.8 If the subsequent performance fails, the customer is entitled, at his discretion, to demand cancellation or a reduction.


9.9 We are liable in accordance with statutory provisions if the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. Insofar as we are not accused of an intentional breach of contract, liability for damages is limited to the foreseeable, typically occurring damage.


9.10 We are liable in accordance with statutory provisions if we culpably breach an essential contractual obligation; however, even in this case, liability for damages is limited to the foreseeable, typically occurring damage. A significant contractual obligation exists when the breach of duty relates to an obligation that the customer relied on and was also allowed to rely on.


9.11 Insofar as the customer is entitled to compensation for the damage instead of performance, our liability is limited, even within the scope of 9.8, to compensation for the foreseeable, typically occurring damage.


9.12 Liability for culpable injury to life, limb or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.


9.13 Unless otherwise stated above, liability is excluded.


9.14 The limitation period for claims for defects is 12 months, calculated from the transfer of risk.


9.15 The limitation period in the event of a delivery contract in accordance with Sections 478, 479 BGB remains unaffected; it is five years, calculated from delivery of the defective item.



10. Total liability

10.1 Liability for damages beyond that provided for in Section 9 is excluded — regardless of the legal nature of the claim made. This applies in particular to claims for damages arising from fault in the conclusion of a contract, due to other breaches of duty or due to tort claims for compensation for property damage in accordance with Section 823 BGB.


10.2 The limitation in accordance with 10.1 also applies if, instead of a claim for compensation for the damage, the customer demands reimbursement of useless expenses instead of payment.


10.3 Insofar as liability for damages against us is excluded or limited, this also applies with regard to the personal liability of our employees, workers, employees, representatives and vicarious agents.



11. Payment delay

11.1 Subject to higher damage, REU may demand 10, - per euro for the 2nd and any further appropriate reminder. The customer reserves the right to prove a lack of or minor damage.


11.2 REU may charge default interest at the statutory rate. We reserve the right to claim higher damages due to delay.



12. Retention of title

12.1 REU remains the owner of the delivered products until the customer has paid in full the claims from REU arising from the contracts concluded so far. This includes check and bill receivables as well as receivables from current accounts or current account. If we establish alternating liability in connection with the payment, this reservation of title does not expire until a claim by REU is excluded from the bill of exchange.


12.2 Before the above claims have been settled in full by REU, the customer may continue to use the delivered products as part of normal business operations, unless a prohibition of assignment has been or is agreed with third parties for the claims assigned to REU in advance. Pledges or security transfers require the prior written consent of REU, insofar as their rights are affected.


12.3 In order to further secure the claims from REU referred to in 12.1, the customer hereby assigns to REU those of his claims, including such expiring invoice or current account, which arise from a resale of the unchanged or modified products against his contractual partners or third parties. REU accepts this assignment. This is in the amount of the invoice value, including the sales tax of those products that are affected by the respective sale.


12.4 The customer may collect the receivables assigned in advance in accordance with 12.3 as part of normal business operations. The collection authority also authorizes the customer to collect the receivables directly if he has previously ensured through agreements with the bank that the money received is not subject to the banks' lien and that he can fulfill his revenue transfer obligation towards us at any time. If he defaults on settling his liabilities with REU, this collection authority also expires. Once this authorization expires, REU is entitled to disclose the assignments and to require the customer to provide all necessary information and documents to assert them.


12.5 As long as the delivered products are owned by REU (12.1), processing or processing involving the production of a new movable object is also carried out on behalf of REU, without binding REU in any way. As a result, REU acquires a share of ownership of the new property. The amount of this co-ownership share is determined by the ratio of the value of the reserved goods brought into the new item and the items brought in by the customer or third party at the time of transfer. The added value generated by refinement is not accessed; the customer is entitled to this. The customer's right of entitlement to acquire ownership of the reserved goods continues in the co-ownership share from REU. The customer is authorized to dispose of this co-ownership share in accordance with the above regulations.


12.6 If the realizable value of the securities existing for REU exceeds REU's secured claims by more than 10% solely on the basis of this retention of title provision or together with other securities, we are obliged to release securities of our choice if the customer so requests.



13. liens

13.1 The customer and REU agree that REU is entitled to a lien on the customer's property that comes into the possession of REU in connection with the execution of the contract for existing and future claims from REU, which it has against the customer as a result of the same legal relationship. This also applies to the customer's right of entitlement to acquire the property.


13.2 The customer and REU also agree that REU has a lien on the customer's claims against REU arising from contracts concluded so far and to be concluded in the future for the claims from REU against the customer arising from this contract.


13.3 The threat of sale with a deadline may be made to the customer's last known address if a new one cannot be identified by the residents' registration office. REU can sell the pledged property through hands-free sales and charge the customer for the costs of disposal.


13.4 If the realizable value of the securities existing for REU exceeds the secured claims made by REU by more than 10% solely on the basis of this lien provision or together with other securities, REU is obliged to release securities of its choice if the customer so requests.


14. Offsetting — Withholding

14.1 The customer can only offset undisputed or legally established claims.


14.2 The customer is only entitled to retention rights under Section 273 BGBund §§ 369 et seq. of the German Commercial Code to the extent that the claim establishing these rights is based on the same legal relationship as the claim from REU. This limitation does not apply if the customer's counterclaims are undisputed or have been legally established. The customer is not entitled to a right of satisfaction under Section 371 of the German Commercial Code.



15. Precious metal weight accounts

In business transactions with precious metals, REU can, on request, maintain the weight accounts for the customer, even with a third company. The details are agreed individually.



16. Drafts, drawings, lithographs and tools

Drafts, final drawings, lithographs, tools, etc. are charged on a pro rata basis and remain the property of REU unless otherwise agreed in writing. These may not be reproduced and made available to third parties, in particular for other purposes, without permission from REU. Drafts and final drawings must be returned at the latest at the time the contract is awarded or if the order is not placed.



17. Tool, model and mold parts costs, tools provided, drafts and final drawings

17.1 Tools, drafts and final drawings remain the full property of REU, even if the tool costs, design costs, final drawings are borne on a pro rata basis by the contractual partner. The contractual partner only acquires the sole right to use the tool. There is no claim to transfer and surrender of the tool, design, final drawing. The tool is stored by us for five years from the time of the last delivery, and two years in the case of orders based on annual numbers. After the deadline, we have the right to destroy the tool.


17.2 We assume no liability for tools provided, unless in the event of intent and/or gross negligence. The contract partner is required to insure the tool accordingly.



18. Competent courts

18.1 If the customer is a merchant or does not have a general place of jurisdiction in Germany, the registered office of REU is the place of jurisdiction, including for checks and bills of exchange.


18.2 However, REU is also entitled to seek legal protection from any other court which has jurisdiction over the dispute in question under German law or under the law of the state in which the customer is domiciled.


19. Miscellaneous

19.1 The place of fulfilment for payments made by the customer is the registered place of business of REU.


19.2 Should one or more provisions of these terms and conditions be or become invalid in whole or in part, this does not affect the effectiveness of the remaining provisions.


19.3 German law applies to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 11.04.1980 (UN Sales Convention) and German conflict of law rules. A reference to another legal system is irrelevant.

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